Master Service Agreement (MSA) Template

1. Parties and Recitals

This Master Service Agreement (the "Agreement") is entered into and made effective as of [EFFECTIVE_DATE] (the "Effective Date") by and between:

(a) [CLIENT_NAME], a company organized under the laws of [CLIENT_JURISDICTION], with its registered office at [CLIENT_ADDRESS] (the "Client"); and

(b) [SERVICE_PROVIDER_NAME], a company organized under the laws of [SERVICE_PROVIDER_JURISDICTION], with its registered office at [SERVICE_PROVIDER_ADDRESS] (the "Service Provider").

Each of the Client and the Service Provider is referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, the Client wishes to engage the Service Provider from time to time to perform certain professional services; WHEREAS, the Service Provider has the experience, personnel and capability to provide such services; and WHEREAS, the Parties wish to set out the general terms and conditions that will govern all such engagements, with the specific scope, deliverables, timeline and fees for each engagement to be set out in one or more Statements of Work issued under this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.

2. Scope of Agreement and Statements of Work

This Agreement establishes the general terms and conditions under which the Service Provider will provide professional services (the "Services") to the Client. This Agreement does not, by itself, obligate either Party to procure or provide any specific Services or to enter into any particular engagement.

The specific Services to be performed under this Agreement shall be described in one or more Statements of Work ("SOWs"), each of which shall be substantially in the form attached hereto as Schedule A or such other form as the Parties may agree from time to time. Each SOW shall, at a minimum, identify (a) the SOW number and effective date; (b) the project description, objectives and scope; (c) the deliverables and acceptance criteria; (d) the project timeline and milestones; (e) the fees, payment schedule and any out-of-pocket expenses; (f) the key personnel and Client responsibilities; and (g) any provisions that supplement, vary or supersede the terms of this Agreement, subject always to Section 3.

Each SOW shall be deemed to incorporate the terms of this Agreement by reference, shall be signed by an authorized representative of each Party, and shall constitute a separate, severable contract between the Parties for the Services described therein.

3. Order of Precedence

The documents comprising the contractual relationship between the Parties shall be read and construed together as one agreement. In the event of any conflict, inconsistency or ambiguity between or among them, the order of precedence shall be as follows, in descending order of priority: (a) any duly executed written amendment to this Agreement; (b) the body of this Agreement and its schedules; (c) any Data Processing Addendum or similar regulatory addendum signed by the Parties; (d) the body of the applicable SOW; and (e) any attachments, exhibits or appendices to the applicable SOW.

Notwithstanding the foregoing, a provision of an SOW shall prevail over a conflicting provision of this Agreement only if the SOW (i) expressly identifies the provision of this Agreement that it is intended to vary or override, and (ii) is signed by a duly authorized signatory of each Party with authority to vary this Agreement. A general statement in an SOW that "this SOW prevails" shall not be sufficient.

4. Fees, Invoicing and Payment

The fees for the Services (the "Fees") shall be as set out in the applicable SOW and may be structured as fixed price, time and materials, milestone-based, or a combination thereof. Unless otherwise stated in the SOW, all Fees are quoted in [CURRENCY] and are exclusive of applicable taxes.

Unless otherwise specified in the applicable SOW, the Service Provider shall invoice the Client (a) monthly in arrears for time-and-materials Services performed and out-of-pocket expenses incurred in the preceding month, and (b) in accordance with the payment schedule set out in the SOW for milestone-based and fixed-price Services. Each invoice shall reference the applicable SOW number, set out the Services performed and amounts charged in reasonable detail, and be accompanied by such timesheets, deliverables sign-offs or other supporting documentation as the SOW or Client may reasonably require.

Undisputed invoices shall be paid within [PAYMENT_TERMS] days of receipt by electronic funds transfer to the bank account designated in writing by the Service Provider. The Client may withhold payment of any amount it disputes in good faith, provided that it notifies the Service Provider in writing of the disputed amount and the reasons for the dispute within [DISPUTE_NOTICE_DAYS] days of receipt of the invoice. The Parties shall work in good faith to resolve any such dispute promptly, and the Client shall pay all undisputed amounts on or before the due date. Late payment of any undisputed amount shall accrue interest at the lesser of [LATE_INTEREST_RATE]% per annum and the maximum rate permitted by applicable law, calculated from the due date until paid in full.

5. Taxes

The Fees are exclusive of all sales, use, value-added, goods and services, excise and similar transaction taxes, which shall be added to the Service Provider's invoices and paid by the Client where lawfully chargeable. Each Party shall be responsible for its own income, franchise and similar taxes based on its own net income, capital or property, and for taxes related to its own employees, including payroll, social security and similar contributions. Where the Client is required by law to withhold any tax from amounts payable to the Service Provider, the Client shall do so and shall provide the Service Provider with appropriate evidence of withholding to support a tax credit claim.

6. Expenses

The Service Provider shall not incur any out-of-pocket expenses chargeable to the Client without the Client's prior written approval, which may be set out in the applicable SOW. Where the Client has approved the Service Provider's incurrence of expenses, the Service Provider shall be entitled to reimbursement of reasonable and documented out-of-pocket expenses (such as approved travel, accommodation and subsistence) at cost and without mark-up, subject to the Client's then-current travel and expense policy where provided to the Service Provider in advance. The Service Provider shall provide receipts or other reasonable supporting documentation for all expenses claimed.

7. Independent Contractor Status

The Service Provider is engaged as an independent contractor. Nothing in this Agreement or any SOW shall be construed as creating a partnership, joint venture, agency, employment or fiduciary relationship between the Parties. Neither Party has authority to bind the other or to incur obligations on the other's behalf, except as expressly authorized in writing.

The Service Provider shall be solely responsible for the supervision, control, direction, compensation, benefits and taxes of its personnel and subcontractors, and shall ensure that no such personnel or subcontractors hold themselves out as employees or agents of the Client. The Service Provider shall indemnify the Client against any claim, assessment or penalty asserted by any tax or labour authority on the basis that the Service Provider's personnel or subcontractors should have been treated as employees of the Client.

8. Personnel and Subcontractors

The Service Provider shall perform the Services using personnel with the qualifications, skill and experience appropriate to the nature of the Services and any specific requirements set out in the SOW. Where the SOW identifies specific individuals as "Key Personnel", the Service Provider shall not replace or reassign such individuals without the Client's prior written consent (not to be unreasonably withheld) other than in the event of resignation, illness, death or other circumstances outside the Service Provider's reasonable control.

The Service Provider may engage subcontractors to perform parts of the Services only with the Client's prior written consent (not to be unreasonably withheld), except for routine administrative, hosting or commodity service providers identified or pre-approved in the SOW. The Service Provider shall remain fully responsible and liable for the acts, omissions and performance of its subcontractors to the same extent as if performed by the Service Provider directly, and shall procure that each subcontractor is bound by obligations of confidentiality, data protection and intellectual property assignment no less protective of the Client than those set out in this Agreement.

9. Acceptance of Deliverables

Where an SOW provides for the delivery of identified deliverables or work products (the "Deliverables"), each Deliverable shall be subject to the acceptance procedure set out in this Section, unless the SOW specifies a different procedure.

Upon completion of a Deliverable, the Service Provider shall notify the Client and deliver the Deliverable together with any related documentation. The Client shall, within [ACCEPTANCE_PERIOD_DAYS] business days (the "Acceptance Period"), review the Deliverable against the acceptance criteria set out in the SOW and either (a) accept the Deliverable in writing, or (b) provide the Service Provider with a written notice setting out, in reasonable detail, the respects in which the Deliverable fails to materially conform to the acceptance criteria (an "Acceptance Notice").

If the Client fails to deliver an Acceptance Notice within the Acceptance Period, or accepts the Deliverable in writing, or uses the Deliverable in its production environment for any purpose other than reasonable user-acceptance testing, the Deliverable shall be deemed accepted. If the Client delivers an Acceptance Notice within the Acceptance Period, the Service Provider shall, at its own cost, correct the non-conformities identified in the Acceptance Notice and re-submit the Deliverable for acceptance under this Section. If, following two further cycles of correction and re-submission, the Deliverable still fails to materially conform to the acceptance criteria, the Client may, as its sole and exclusive remedies, (i) accept the Deliverable subject to an equitable reduction in the Fees, or (ii) terminate the affected SOW for cause and recover any Fees pre-paid for the affected Deliverable.

10. Change Control Procedure

Any request by either Party to vary the scope, Deliverables, timeline, Fees or other terms of an SOW (a "Change Request") shall be processed in accordance with this Section.

A Change Request shall be submitted in writing (which may be by email or through an agreed contract management tool) and shall describe the proposed change, the reasons for it, and any known impact on scope, timeline, Fees and other terms. The Service Provider shall, within [CHANGE_RESPONSE_DAYS] business days of receipt, provide the Client with a written response setting out (a) any additional information required to assess the change; (b) the Service Provider's assessment of the impact on scope, Deliverables, timeline, Fees, resources and risk; and (c) any assumptions made.

A Change Request shall only take effect once it has been signed by an authorized representative of each Party as a written change order or amendment to the affected SOW (a "Change Order"). The Service Provider shall not begin performing work under a proposed change until a Change Order is signed, and shall not be entitled to additional fees or relief in respect of out-of-scope work performed without a signed Change Order, unless the Client has expressly directed the Service Provider in writing to proceed at risk. Each Change Order shall be deemed to be part of the SOW it varies.

11. Warranties

Each Party represents and warrants to the other that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it has full power and authority to enter into this Agreement and any SOW and to perform its obligations hereunder; (c) its execution and performance of this Agreement and any SOW do not and will not conflict with or violate any law, regulation or other agreement to which it is bound; and (d) when signed, this Agreement and any SOW will constitute its legal, valid and binding obligations enforceable against it in accordance with their terms.

The Service Provider further represents and warrants that (a) the Services will be performed in a professional and workmanlike manner, with the degree of skill, care and diligence reasonably expected of a competent service provider experienced in providing services of a similar nature; (b) the Services and Deliverables will conform in all material respects to the descriptions, specifications and acceptance criteria set out in the applicable SOW; (c) the Services and Deliverables will not infringe or misappropriate any intellectual property, privacy or other right of any third party; (d) it has and will maintain all licences, permits, registrations and authorizations required to perform the Services; (e) it has not and will not introduce any malicious code, virus, "back door" or similar harmful component into any Client system or Deliverable; and (f) it will comply with all applicable laws, regulations and Client policies expressly made applicable in the SOW.

The Service Provider's warranty in respect of Deliverables shall apply for a period of [WARRANTY_PERIOD_DAYS] days from acceptance, and the Service Provider's sole obligation, and the Client's sole and exclusive remedy, for breach of such warranty shall be (at the Service Provider's option) to re-perform the Services, repair or replace the affected Deliverable, or refund the Fees paid for the affected portion of the Services.

EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification

Subject to Section 13 (Limitation of Liability) and the procedural requirements of this Section, each Party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other Party and its affiliates, directors, officers, employees and agents (the "Indemnified Party") from and against any third-party claim, action, suit or proceeding (a "Claim"), and any resulting damages, losses, fines, penalties, settlements and reasonable legal fees and costs ("Losses"), to the extent arising out of: (a) any breach by the Indemnifying Party of its representations or warranties in Section 11; (b) the death of, or bodily injury to, any person, or damage to or loss of tangible property, caused by the Indemnifying Party's negligence or wilful misconduct; or (c) the Indemnifying Party's breach of its obligations under Section 17 (Confidentiality) or Section 18 (Data Protection and Information Security).

In addition, the Service Provider shall defend, indemnify and hold harmless the Client Indemnified Parties from and against any Claim alleging that the Services or Deliverables, or the Client's permitted use of them, infringe or misappropriate any patent, copyright, trademark, trade secret or other intellectual property right of a third party. If a Claim of infringement is or is likely to be made, the Service Provider may, at its option and expense, (i) procure for the Client the right to continue using the affected Services or Deliverables; (ii) modify or replace the affected Services or Deliverables so that they are non-infringing while remaining materially equivalent; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected SOW and refund the Fees pre-paid for the affected, unused portion of the Services.

The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of the Claim; (ii) give the Indemnifying Party sole control of the defence and settlement of the Claim; and (iii) provide reasonable cooperation at the Indemnifying Party's expense.

13. Limitation of Liability

Except as set out in this Section, in no event shall either Party's aggregate liability arising out of or in connection with this Agreement and all SOWs issued under it, whether in contract, tort (including negligence), strict liability or otherwise, exceed an amount equal to [LIABILITY_CAP] (or, if greater, an amount equal to the Fees paid and payable by the Client to the Service Provider under the affected SOW in the twelve (12) months preceding the event giving rise to liability).

Except as set out in this Section, in no event shall either Party be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings or business opportunity, even if advised of the possibility of such damages.

The limitations and exclusions set out in this Section shall not apply to: (a) a Party's indemnification obligations under Section 12; (b) breach of Section 17 (Confidentiality); (c) breach of Section 18 (Data Protection and Information Security), to the extent of any third-party Claim, regulatory fine or penalty; (d) breach of Section 21 (Anti-Bribery and Anti-Corruption) or Section 22 (Modern Slavery and Sustainability); (e) a Party's liability for fraud, fraudulent misrepresentation, wilful misconduct or gross negligence; (f) the Client's obligation to pay undisputed Fees; or (g) any liability that cannot be excluded or limited under applicable law.

14. Insurance

The Service Provider shall, at its own cost, procure and maintain throughout the term of this Agreement and for a period of at least [TAIL_PERIOD_YEARS] years thereafter, insurance with reputable insurers in amounts and on terms that are reasonable and customary for service providers in its industry, including: (a) commercial general liability insurance with limits of not less than [GL_AMOUNT] per occurrence; (b) professional liability / errors and omissions insurance with limits of not less than [PL_AMOUNT] per claim and in the aggregate; (c) cyber liability and data breach insurance with limits of not less than [CYBER_AMOUNT] per claim and in the aggregate; (d) employer's liability and workers' compensation insurance as required by applicable law; and (e) such other insurance as may be required by the applicable SOW. The Service Provider shall, on reasonable request, provide the Client with certificates of insurance evidencing the foregoing coverages.

15. Term and Termination

This Agreement shall commence on the Effective Date and shall continue for an initial term of [INITIAL_TERM_YEARS] year(s) (the "Initial Term"), and shall thereafter automatically renew for successive periods of [RENEWAL_TERM_YEARS] year(s), unless either Party gives the other written notice of non-renewal at least [NON_RENEWAL_NOTICE_DAYS] days before the end of the then-current term.

Either Party may terminate this Agreement or any SOW for cause by written notice to the other Party if the other Party (a) commits a material breach of this Agreement or the affected SOW and fails to cure such breach within [CURE_PERIOD_DAYS] days after receipt of written notice describing the breach in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, has a petition in bankruptcy filed against it that is not dismissed within sixty (60) days, or has a receiver appointed over a substantial part of its assets; or (c) ceases to conduct business in the ordinary course.

The Client may terminate this Agreement or any SOW for convenience (without cause) by giving the Service Provider at least [CONVENIENCE_NOTICE_DAYS] days' prior written notice. Upon termination for the Client's convenience, the Client shall pay the Service Provider for all Services satisfactorily performed and Deliverables accepted up to the effective date of termination, plus any non-cancellable third-party costs reasonably committed by the Service Provider in performance of the affected SOW.

Either Party may terminate this Agreement for convenience by giving the other Party at least [MSA_CONVENIENCE_NOTICE_DAYS] days' prior written notice; provided that termination of this Agreement shall not, of itself, terminate any SOW then in effect, which shall continue under the terms of this Agreement until completion or earlier termination.

Upon termination or expiration of this Agreement or any SOW, (i) each Party shall promptly return or destroy the other Party's Confidential Information; (ii) the Service Provider shall, at the Client's request and cost, provide reasonable transition assistance for a period of up to [TRANSITION_PERIOD_DAYS] days; and (iii) the provisions of this Agreement which by their nature are intended to survive (including Sections 12, 13, 14 (tail period), 17, 18, 23, 25, 26 and this Section) shall so survive.

16. Intellectual Property

For the purposes of this Section: "Background IP" means any intellectual property that is owned or licensed by a Party and (a) existed before the Effective Date or the start of the applicable SOW, or (b) is developed or acquired by that Party independently of and outside the performance of the Services. "Foreground IP" means any intellectual property created, developed or first reduced to practice by or on behalf of the Service Provider, alone or jointly with the Client, specifically in the performance of the Services under an SOW. "Client Materials" means any data, content, materials, information or systems provided by or on behalf of the Client to the Service Provider in connection with the Services.

As between the Parties, each Party retains all right, title and interest in and to its Background IP. Client Materials are, and shall remain, the sole property of the Client. The Service Provider's Background IP is, and shall remain, the sole property of the Service Provider.

Unless the applicable SOW expressly provides otherwise, all Foreground IP shall be the sole and exclusive property of the Client upon the Service Provider's receipt of payment in full for the Services that produced the relevant Foreground IP. The Service Provider hereby assigns to the Client, with full title guarantee and free of any encumbrance, all of its right, title and interest in and to such Foreground IP and shall promptly execute such documents and take such other actions as the Client may reasonably request to perfect the Client's ownership.

To the extent any Foreground IP necessarily incorporates the Service Provider's Background IP, the Service Provider hereby grants the Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable non-exclusive licence to use, reproduce, modify and distribute such Background IP solely as incorporated in and as reasonably required to use the Foreground IP and the Deliverables.

The Client grants the Service Provider a limited, non-exclusive, non-transferable, royalty-free licence to use the Client Materials and the Client's Background IP solely to the extent and for the period necessary to perform the Services under the applicable SOW.

17. Confidentiality

"Confidential Information" means any non-public information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing or in any other form, that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential.

Confidential Information does not include information that the Receiving Party can demonstrate (a) was already known to it without obligation of confidence at the time of disclosure; (b) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party; (c) is rightfully received from a third party without obligation of confidence; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar nature, and in any event with no less than a reasonable standard of care; (iii) disclose Confidential Information only to its directors, officers, employees, professional advisers, contractors and subcontractors who have a need to know and who are bound by obligations of confidentiality no less protective than those set out in this Section.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of [CONFIDENTIALITY_SURVIVAL_YEARS] years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

18. Data Protection and Information Security

The Parties acknowledge that performance of the Services may involve the processing of personal data subject to applicable data protection laws, including (as applicable) the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the UK GDPR and Data Protection Act 2018, the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA"), the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), and other applicable laws (collectively, "Data Protection Laws").

Where the Service Provider processes personal data on behalf of the Client in the performance of the Services, the Parties shall, before any such processing commences, enter into a Data Processing Addendum substantially in the form attached as Schedule C, which shall comply with Article 28 of the GDPR or equivalent provisions of other Data Protection Laws.

The Service Provider shall implement and maintain appropriate technical and organizational security measures designed to protect Client data (whether personal data or otherwise) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. Such measures shall, where applicable, be consistent with recognized industry standards such as ISO/IEC 27001 or SOC 2 Type II.

The Service Provider shall notify the Client without undue delay (and in any event within seventy-two (72) hours) after becoming aware of any actual or reasonably suspected security incident affecting Client data, and shall cooperate in good faith with the Client to investigate, contain, remediate and report the incident as required by applicable law.

19. Compliance with Laws

Each Party shall comply with all laws, regulations, codes of practice and governmental requirements applicable to its performance of this Agreement, including those relating to employment, health and safety, taxation, immigration, export control and trade sanctions, environmental protection, accessibility and data protection. The Service Provider shall, on reasonable request, provide the Client with evidence of its compliance.

20. Audit Rights

The Service Provider shall maintain accurate books and records sufficient to verify (a) the accuracy of its invoices, (b) its performance of the Services, and (c) its compliance with this Agreement and the SOWs, for a period of [AUDIT_RECORD_YEARS] years after termination or expiration of this Agreement or the relevant SOW (whichever is later).

The Client may, on at least [AUDIT_NOTICE_DAYS] days' prior written notice, no more than once per year (except following a material breach, security incident or regulatory request), and during normal business hours, audit such books, records and relevant facilities. The Client shall bear the costs of the audit, except that, if the audit reveals an overcharge of more than [AUDIT_THRESHOLD_PERCENT]% of the amounts invoiced in the audited period or a material breach of this Agreement, the Service Provider shall reimburse the Client for the reasonable costs of the audit and shall promptly refund any overcharges with interest at the rate set out in Section 4.

21. Anti-Bribery and Anti-Corruption

Each Party shall comply, and shall procure that its personnel and subcontractors comply, with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada) and equivalent laws in other relevant jurisdictions. Each Party shall not, directly or indirectly, offer, promise, give, request, agree to receive or accept any financial or other advantage to or from any person in order to obtain or retain business or an improper business advantage, or to influence improperly any official act, omission or decision.

Breach of this Section shall be a material breach of this Agreement entitling the non-breaching Party to terminate this Agreement and any SOW with immediate effect by written notice.

22. Modern Slavery, Sustainability and Diversity

The Service Provider represents and warrants that, to the best of its knowledge and after due enquiry, it does not and will not engage in, support or condone slavery, servitude, forced or compulsory labour, human trafficking or child labour in its operations, supply chains or in the performance of the Services. The Service Provider shall comply with all applicable modern slavery and human trafficking laws, including the UK Modern Slavery Act 2015, the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act, and equivalent laws.

The Service Provider shall use commercially reasonable efforts to perform the Services in a manner that supports the Client's sustainability and ESG commitments. Where requested in an SOW, the Service Provider shall provide the Client with reasonable information about the carbon footprint, energy consumption or social impact of the Services.

The Service Provider shall conduct the Services in a manner consistent with the principles of equal opportunity, diversity, equity and inclusion, and non-discrimination, and shall comply with all applicable laws prohibiting discrimination in employment, contracting or service delivery.

23. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than obligations to pay amounts that have become due) to the extent that such failure or delay is caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic or epidemic (and related governmental restrictions), nationwide labour disputes (other than those involving the affected Party's own workforce), failure of national infrastructure, fire, flood or natural disaster (each a "Force Majeure Event").

The affected Party shall (a) promptly notify the other Party of the Force Majeure Event, its expected duration and the obligations affected; (b) use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable; and (c) keep the other Party reasonably informed. If a Force Majeure Event continues for more than [FORCE_MAJEURE_DAYS] consecutive days, either Party may terminate the affected SOW (and, if all SOWs are affected, this Agreement) for convenience by written notice, without liability except in respect of accrued rights and obligations.

24. Dispute Resolution

The Parties shall use good-faith efforts to resolve any dispute, claim or controversy arising out of or relating to this Agreement or any SOW (a "Dispute") through the following multi-tiered process before commencing formal proceedings.

First, the project managers of the Parties shall attempt to resolve the Dispute through good-faith negotiation within [TIER1_DAYS] business days of written notice of the Dispute being given by one Party to the other.

If the Dispute is not resolved at the first tier, the Dispute shall be escalated to designated senior executives of each Party (with authority to bind their respective Party) who shall meet (in person or by video conference) and attempt in good faith to resolve the Dispute within a further [TIER2_DAYS] business days.

If the Dispute is not resolved at the second tier, the Parties shall, before commencing arbitration or litigation, attempt in good faith to resolve the Dispute by mediation administered by a recognized mediation provider (such as the International Chamber of Commerce, the American Arbitration Association, or a comparable institution agreed by the Parties), under the rules of that provider. The mediation shall be conducted in [MEDIATION_VENUE] and in the English language, and the Parties shall share the costs of the mediator equally. The mediation shall be deemed concluded if the Dispute is not resolved within [MEDIATION_DAYS] days of the appointment of the mediator.

If the Dispute remains unresolved after mediation, either Party may submit the Dispute to [ARBITRATION_OR_COURT] for final resolution. Notwithstanding the foregoing, either Party may at any time seek interim or injunctive relief from a court of competent jurisdiction.

25. Governing Law and Jurisdiction

This Agreement and any SOW, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of [GOVERNING_LAW], without regard to its conflict-of-laws principles. Subject to Section 24, the courts of [JURISDICTION] shall have exclusive jurisdiction to settle any Dispute, except that either Party may seek interim or injunctive relief in any court of competent jurisdiction.

26. General Provisions

Notices: Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed duly given when (a) delivered personally; (b) sent by reputable overnight courier with tracking; (c) sent by registered or certified post, return receipt requested; or (d) sent by email to the address specified in writing by the recipient, with delivery confirmation. Notices to the Service Provider shall be marked for the attention of [SP_NOTICE_CONTACT], and notices to the Client shall be marked for the attention of [CLIENT_NOTICE_CONTACT].

Assignment: Neither Party may assign, transfer or sub-contract this Agreement or any SOW, in whole or in part, without the prior written consent of the other (not to be unreasonably withheld), except that either Party may assign this Agreement, on notice and without consent, to an affiliate or to a successor in connection with a merger, reorganization or sale of all or substantially all of its assets or business to which the Agreement relates, provided that the assignee is not a competitor of the other Party.

Severability: If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable or illegal, the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy, and no single or partial exercise shall preclude any further exercise. Any waiver must be in writing and signed by the waiving Party.

Entire Agreement: This Agreement, together with its schedules, the Data Processing Addendum (if any), and all SOWs and Change Orders issued under it, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations and understandings, whether oral or written.

No Third-Party Beneficiaries: No person who is not a Party to this Agreement shall have any right to enforce any of its terms.

Publicity: Neither Party shall issue any press release or other public statement referring to this Agreement, the other Party or the relationship between the Parties without the other Party's prior written consent, except as required by law or by the rules of any stock exchange.

Counterparts and Electronic Signatures: This Agreement and any SOW may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including DocuSign, Adobe Sign or PDF) shall be valid and binding to the same extent as original signatures.

Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.

27. Legal Disclaimer

This template is provided by ProcureSwift as a starting point and does not constitute legal advice. Please have it reviewed by qualified legal counsel before use in any contractual or commercial setting. ProcureSwift makes no warranties about its fitness for any specific purpose.